**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-K/A**


(Amendment
      No. 2)




x
            
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the fiscal year ended December 31, 2007**




**OR**




o
            
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the transition period from** **** **to** **** ****




**Commission
      file number: 000-51418**




**Equity
      Media Holdings Corporation**


**(Exact
      name of registrant as specified in its charter)**









**Delaware**
            
            **20-2763411****(State
                or other jurisdiction of****incorporation
                or organization)**
            
            **(I.R.S.
                Employer****Identification
                No.)**




**One
      Shackleford Drive, Suite 400**


**Little
      Rock, Arkansas 72211**


**(Address
      of principal executive offices, including zip code)**




**(501) 219-2400**


**(Registrant’s
      telephone number, including area code)**





**Securities
      registered pursuant to Section 12(b) of the Act:**


**None**


**Securities
      registered pursuant to Section 12(g) of the Act:**


**Units
      consisting of one share of Common Stock, par value $.0001 per share, and two
      Warrants**


**Common
      Stock, par value $.0001 per share**


**Warrants
      to purchase Common Stock**




Indicate by check mark if the registrant is a well-known seasoned issuer, as
      defined in Rule 405 of the Securities Act. Yes o No x




Indicate by check mark if the registrant is not required to file reports
      pursuant to Section 13 or Section 15(d) of the Act. Yes o No x




Indicate by check mark whether the registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange Act
      of 1934 during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days. Yes x No o




Indicate by check mark if disclosure of delinquent filers pursuant to
      Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
      herein, and will not be contained, to the best of registrant’s knowledge, in
      definitive proxy or information statements incorporated by reference in
      Part III of this Form 10-K or any amendment to this Form 10-K.
      Yes o No x







Indicate by check mark whether the registrant is a large accelerated filer,
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.




Large
      Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o




Indicate by check mark whether the registrant is a shell company (as defined
      in
      Rule 12b-2 of the Exchange Act). Yes o No x




The
      number of shares outstanding of the Registrant’s common stock as of March 29,
      2008 was 40,278,382 shares.




At
      June 30, 2007, the last business day of the registrant’s most recently
      completed second fiscal quarter, there were 40,162,909 shares of the
      registrant’s common stock outstanding, and the aggregate market value of such
      shares held by non-affiliates of the registrant (based upon the closing price
      of
      such shares as reported on the NASDAQ Capital Markets) was approximately
      $125.9 million. Shares of the registrant’s common stock held by the
      registrant’s executive officers and directors have been excluded because such
      persons may be deemed to be affiliates of the registrant. This determination
      of
      affiliate status is not necessarily a conclusive determination for other
      purposes.




**Documents
      Incorporated By Reference**




Form
      10-K/A filed April 1, 2008.










EXPLANATORY
      NOTE





We
      are
      filing this Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K
      for
      the year ended December 31, 2007 solely to correct an omission of certain
      disclosures in Exhibits 31.1 and 31.2, the certifications by the Chief Executive
      Officer and the Chief Financial Officer, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002. This Amendment No. 2 does not reflect events that
      have occurred after the original filing of the Form 10-K or the filing of
      Amendment No. 1 or update the information set forth in the Form 10-K subsequent
      to such original or amended filings. In connection with the filing of this
      Amendment No. 2, we are including as exhibits currently dated certifications
      of
      our Chief Executive Officer and Chief Financial Officer pursuant to Section
      302
      of the Sarbanes-Oxley Act of 2002.